"Monty Python’s Flying Circus, which is
in a way a very avant-garde piece of work, became an
American success, and now you’ve gotSpamalot in Vegas," observes British comedian
David Walliams. "You can't ever really guess
what’s going to take off and what isn't."

Walliams has his
fingers crossed that Little Britain, the UK
sketch-comedy smash created by and starring Walliams
and Matt Lucas, can find a similar foothold stateside. After
three seasons that topped the ratings in England --
and garnered a cult audience among Yanks who caught
the show on DVD or on BBC America -- the show will
make it across the Atlantic as Little Britain USA, debuting
September 28 on HBO.

Little Britain USA is designed for longtime
fans and newcomers alike. "We wanted to design the show so
that an American audience who had never seen the show
would get it, because we guess that that will be 90%
of our viewers," Walliams says.

If you're one of
those newcomers, Little Britain features Lucas
and Walliams portraying a wide array of characters,
like mouthy delinquent Vicky Pollard (Lucas), who tries
talking her way out of every situation with a nearly
incomprehensible torrent of complaints and schoolyard
gossip. Emily Howard (Walliams), is the world's least
convincing transvestite, who constantly insists that
she's "a lady" who enjoys "lady's things." Daffyd
(Lucas), is a chunky, latex-loving poof who insists
that he's "the only gay in the village," despite
constant evidence to the contrary. Marjorie Dawes
(Lucas), poorly moderates weekly "Fat Fighters" diet
meetings -- think Weight Watchers gone horribly wrong.
Carol (Walliams) is a sneering receptionist who can
wave off any request with a deadpan "Computer says
no."

Both Walliams and
Lucas seem surprised that these rather specifically
British characters have been embraced by the show’s
American fans. "To be honest with you," admits Lucas,
"it wasn’t actually until we arrived to make
the show that we had any sense that we had any
audience at all in the States." Walliams adds, "People
around the world have responded to [Vicky], but she's
meant to be a teenage girl from Bristol, which is a
city in the west of England. But comedy may be more
universal than we might think."

After abandoning
the idea of featuring only American characters for the
show, Walliams and Lucas decided to mix old favorites with
some new creations. So don't be surprised to see
Daffyd thinking he’s "the only gay" at his new
U.S. university or Marjorie bringing her vitriol to
American fat fighters. (One episode features Rosie O'Donnell
as the new Fat Fighters celebrity spokesperson,
prompting Marjorie to ask, "Are you fat because you're
a lesbian, or are you a lesbian because you're fat?")

"If you try to do
something thinking, 'This will appeal to British
people, this will appeal to American people,' you become
stuck," notes Walliams. "But if you just try to follow
your instincts and do what's funny, hopefully it'll
work."

The process of
creating American characters involved having Walliams and
Lucas travel around the United States and not just spending
time on the coasts.

"[L]ike a lot of
Brits, I'd pretty much been to San Francisco, Los
Angeles, Las Vegas, New York, Miami, the usual holiday
destinations," Lucas says. "And what HBO were able to
do was to take us places we hadn't been to before,
like Missouri -- Branson, in particular, which is
almost like a Christian Vegas, where Andy Williams has
residency... And we went to a sort of theme park
without many rides, called Silver Dollar City, and
there was a gospel picnic there, it was very different from
anything we'd ever experienced. We also went to a kind of
county fair in Chicago, and that was really
interesting, and probably more provincial than what
most British people are expecting. Then we went to the White
House as well. And North Carolina was very different
-- we were actually staying down by the coast,
but it was very sort of, 'Well, we're in the South
now, aren't we?'"

"I mean, we are
British," notes Walliams. "We can only guess at a lot
of these things, but we definitely had ideas along the way.
We went to a shooting range and met a sheriff and then
wrote a sketch about it. In the series, we've
introduced some new American characters, but we've
kept a lot of British characters too, because we couldn't
take on American culture in the way that we did withLittle Britain in England because we just don't
know enough about it. It would be dishonest."

Based on the
taping I attended, the new characters fit in seamlessly.USA gives us Walliams as Bing Gordon, the eighth
man to walk on the moon. Walliams portrays Phyllis, who is
unable to resist the evil suggestions of her
adorable-seeming King Charles spaniel. Then
there's each of them in full-body latex as Mark and
Tom, two massively muscled gym rats. About the latter
characters, Walliams reveals, "They’re two guys
who hang out in a gym changing room. You know when you
go into a gym, and there’s always two guys
talking really loudly about all the girls they've banged,
that kind of thing? And the've huge muscles but tiny
penises, and they're very proud of their man-meat,
they think they're extraordinarily well-endowed."

While both actors
do a great deal of cross-dressing -- this is British
comedy, after all -- it’s Lucas who is openly gay
while Walliams is straight. Nonetheless, Walliams
admits that his well-known adoration of the Pet Shop
Boys -- both of the Little Britain stars
appeared in the band's "I'm with Stupid" video -- is
just the top of "the list of all my gay characteristics. I
mean, Matt's the gay one but I've got all sorts of gay
tastes, while he likes soccer. And I'm into Liza
Minnelli and the Pet Shop Boys. I've gotextremely good taste, I think.”

Lucas, for his
part, got attention from the British tabloids when he
entered into a civil union with his longtime partner and
television producer Kevin McGee, in late 2006 -- and
then lots more coverage when the two separated earlier
this year. "I suppose it’s refreshing that the
press are indiscriminate in their coverage of gay and
straight celebrities alike," he notes with a tiny drop
of sarcasm. "But sure enough, I recently became single
and have been snapped -- the last two people I've been
snapped with are straight friends of mine, which is
kind of bizarre for them, neither of whom is in the public
eye and one of whom is married with kids. Fortunately,
they both see the funny side."

Lucas and
Walliams have brought in some big names to play with them in
their new incarnation. In addition to O’Donnell,USA will feature guest appearances by Sting (who
gets a snog from Emily Howard) and Robert Vaughn (who will
meet Bubbles deVere, a grotesquely and frequently nude
socialite played by Lucas). They also hadFriends star David Schwimmer behind the camera,
directing all the sequences that were performed before
a live audience.

Whatever happens
with Little Britain USA, it’s already
gotten a thumbs-up from one skeptic. "I don't feel like
we've compromised in any way, and I'm kind of my worst
critic," admits Lucas. "I watch the show through the
gaps between my fingers. At the same time, I think the
show has achieved what we wanted it to achieve, so in
that regard, I think Americans will be able to get
it."